Startups Showcase Group, Inc.

Terms of Use Agreement For Startups Showcase Group, Inc.

“SSGI” www.startupsshowcase.com

1. SCOPE

SSGI, together with its subsidiaries (collectively SSGI ) created and maintain the www.startupsshowcase.com website (including all related SSGI websites, collectively www.startupsshowcase.com, www.livesharkstank.com) and other websites added to SSGI from time to time to provide a repository where you ( You or Your ) and other SSGI users, and other interested parties (each, a User and collectively, Users ) may obtain and share information around SSGIs products and services, and other topics found on www.startupsshowcase.com. If You are accessing and/or using www.startupsshowcase.com on behalf of Your employer or as a consultant or agent of a third party (collectively Your Company), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Terms of Use Agreement ( TOU ) and everywhere in this TOU that refers to You or Your, shall also include Your Company.

2. ACCEPTANCE OF TERMS

Unless otherwise agreed to in a separate signed agreement between Your Company and SSGI, Your access and use of the www.startupsshowcase.com, Content (defined in Section 7 below), or any forums, wikis, blogs, or services provided on www.startupsshowcase.com (any Services ), are subject to this TOU. Additionally, Your use of the www.startupsshowcase.com , Content, and the Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, Additional Legal Terms ), which may be posted on the www.startupsshowcase.com where applicable. This TOU and the applicable Additional Legal Terms (together Controlling Terms ) form a legally binding agreement between You and SSGI regarding Your access and use of the www.startupsshowcase.com , Content, and the Services. Whenever there is a conflict between the terms in this TOU and the Additional Legal Terms, the terms in the Additional Legal Terms shall control. By accessing or using www.startupsshowcase.com , You accept and agree to abide by the terms of this TOU. If You do not agree to the terms of this TOU, You must not attempt to access or use www.startupsshowcase.com . Your access and use of any SSGI software or related documentation provided on www.startupsshowcase.com (together SSGI Software ) shall be subject to a separate software license agreement made available to You at the time You access or download the SSGI Software.

3. CHANGES AND NOTICES

SSGI reserves the right to make changes to this TOU and to modify, change or discontinue any part or all of the www.startupsshowcase.com and/or the Services at any time. SSGI will notify You of any changes to this TOU when You visit the www.startupsshowcase.com , or via email, or by providing You with information on such update and updating the TOU which can be viewed via the Terms of Use link. SSGI may make changes to its products, service offerings, the www.startupsshowcase.com , and/or the Services and SSGI Software at any time without notice.

THE MOST CURRENT VERSION OF THIS TOU CAN BE ACCESSED BY CLICKING TERMS OF USE WHICH IS INCLUDED ON THE BOTTOM OF EACH WEB PAGE COMPRISING THE www.startupsshowcase.com .

4. CONFIDENTIAL INFORMATION

A. Except for Web sites within www.startupsshowcase.com which are clearly identified as non-public (each a Non-Public), the www.startupsshowcase.com is intended to be a public forum subject to the terms of this Agreement and You agree not to provide SSGI or other Users with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Any Content that You send or upload to www.startupsshowcase.com will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to such uploaded Content.

B. You agree not to reproduce any Confidential Information to which you are provided access through the www.startupsshowcase.com in any form except as authorized at the time of disclosure. Any reproduction of SSGI Confidential Information shall remain the property of SSGI and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Confidential Information strictly confidential; (b) to use Confidential Information solely as authorized at the time of disclosure and (d) not to disclose any Confidential Information to any party without the prior written consent of SSGI. You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Software or Services, or compete with SSGI Software or Services in whole or in part. As used herein, Confidential Information shall mean all trade secrets and other information or Services which SSGI or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through a restricted area of www.startupsshowcase.com , pursuant to software downloads, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and reasonable steps means those steps You and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.

ALL UPLOADS BY YOU INTO www.startupsshowcase.com , WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND SSGI TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF www.startupsshowcase.com .

5. YOUR INFORMATION, PRIVACY, AND DATA PROTECTION

You understand and agree that SSGI collects, uses, stores and otherwise processes Your personal information and utilization data and may share such data with third party service providers for the purposes of improving or providing the Services subject to SSGI's Privacy Statement. Data to be processed includes Your name, email address, and other information which may include but is not limited to Your telephone number, and postal address. In a limited number of cases when accessing specific websites or responding to sales offers (each, a "Transaction"), SSGI may temporarily collect and utilize Your credit card number and expiration date for the purposes of processing a Transaction. Collection and processing of credit card numbers and expiration dates will be subject to a separate agreement. All personal data will be treated confidential and in compliance with the Federal German Data Protection Act (Bundesdatenschutzgesetz) and other applicable legislation.

You agree that SSGI may access, preserve and disclose Your personal information and/or Content if required to do so by law or to: (i) comply with a legal process; (ii) respond to claims that any Content violates the rights of third parties or (iv) protect the rights, property or personal safety of SSGI, Users, and the public.

YOU AGREE TO COMPLY WITH THE TERMS OF THE ABOVE SSGI PRIVACY STATEMENT, AND THE PRIVACY TERMS FOUND BY CLICKING ON PRIVACY AT THE BOTTOM OF THE HOME WEB PAGE COMPRISING THE www.startupsshowcase.com .

6. COPYRIGHT POLICY

Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders rights. You agree that You will not use www.startupsshowcase.com to infringe the Intellectual Property Rights of SSGI or others in any way. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of SSGI Software, third party software, or any Content accessed on the www.startupsshowcase.com . As used herein, Intellectual Property Rights means patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade secret or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

You agree to comply with the terms of the above SSGI Copyright Policy and those terms found by clicking on Copyright/Trademark at the bottom of the home web page comprising the www.startupsshowcase.com .

7. RESPONSIBILITY FOR LINKS AND CONTENT

SSGI is only responsible or liable for the Content posted on the www.startupsshowcase.com to the extent required by the US data protection act and rights. www.startupsshowcase.com may contain links to external Web sites and information provided on such external websites by SSGI partners and third-party service providers. SSGI shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that SSGI shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog on www.startupsshowcase.com (any Content ), whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the Content.

8. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANT

Subject to any licenses You grant to SSGI pursuant to this Agreement, You shall retain ownership of all Intellectual Property Rights in and to the Content provided by You on the www.startupsshowcase.com to the extent You are the owner or holder of the Intellectual Property Rights. Nothing in this Agreement shall prohibit You from selling or licensing Your Content to any other party under a separate agreement.

By transmitting or uploading Content to www.startupsshowcase.com , You grant SSGI a perpetual, unlimited, irrevocable, royalty-free, worldwide license to: use, reproduce, adapt, display, perform, modify, transmit, translate, distribute, and create derivative works of the Content; to make, have made, offer to sell, sell, lease, or otherwise distribute any Content or product; and to practice any method, embodying such Content (including the right to sublicense any of the foregoing). You further represent and warrant to SSGI that You have the right, title, and/or authority to grant such license to SSGI. SSGI may elect not to post or publish the Content that You send or upload. If SSGI elects to post or publish the Content, SSGI may in its sole discretion elect to withdraw the posted or published information for any reason and without notice.

All Intellectual Proprietary Rights to any SSGI Software and the Services shall belong to SSGI. Nothing in this TOU shall be deemed to give You the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative words from, transfer, or sell any SSGI Software for any reason unless otherwise permitted by law. You hereby agree to assign and do assign to SSGI any modifications or derivative works of any SSGI Software made by You in contravention of this limitation.

9. PERMISSIBLE USE OF www.startupsshowcase.com

You are permitted to access www.startupsshowcase.com and Use the Services Content and SSGI Software solely for Your personal, informational, noncommercial purposes.

10. TERMINATION AND ACCOUNTABILITY

In the event You are in material breach of the Controlling Terms, SSGI may, at its sole discretion refuse You any current or future use of www.startupsshowcase.com . SSGI may remove any Content posted on www.startupsshowcase.com at SSGIs sole discretion. SSGI shall not be liable to You or any third party for any termination or change to www.startupsshowcase.com and/or the Services. If You send or upload Content that is confidential or proprietary of a third party without that third party's permission, or, if You transmit or upload Content that is intended to infect, corrupt or otherwise disrupt the operation of www.startupsshowcase.com or any other Users computer system, SSGI may report You to the relevant authorities to ensure You are held accountable to the fullest extent of applicable laws.

You agree not to use www.startupsshowcase.com to:

publish, upload, post, email, transmit or otherwise make available any Content that (a) You do not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any Intellectual Property Rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property;
defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity;
impersonate any person or entity, including, but not limited to, an SSGI official, SSGI employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
forge email headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
download any file or Content posted by another user that You know, or reasonably should know, should not be legally reproduced, displayed, performed and/or distributed in such manner;
interfere with or disrupt the Services, servers, or networks which support the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
violate any applicable local, state, national or international law and any regulations;
harvest, collect, or store personal information or data of other Users.

11. SPECIFIC TERMS TO SSGI SOFTWARE AVAILABLE ON www.startupsshowcase.com

SSGI Software made available to download from www.startupsshowcase.com is the copyrighted work of SSGI. Use of the SSGI Software is governed by a software license agreement (License Agreement) which accompanies or is included in such SSGI Software. You may not use or install any SSGI Software which is accompanied by or includes a License Agreement until You first agree to the terms of the License Agreement. Any copying, reproduction, or redistribution of the SSGI Software not in accordance with the License Agreement is expressly prohibited. You must not modify, decompile, or reverse engineer any SSGI Software, except to the extent expressly permitted by applicable law. You must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of SSGI Software or from any Content accessed on www.startupsshowcase.com .

12. INDEMNITY

You agree to indemnify and hold SSGI, its affiliates, subsidiaries, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Your Content or Your usage of the www.startupsshowcase.com or Services, Your breach of this TOU or SSGI's Copyright or Privacy Statements, or Your alleged violation of any other rights of a third party.

13. EXCLUSION OF SOFTWARE WARRANTIES

www.startupsshowcase.com , Content, and Services are being provided to You AS IS. SSGI does not guarantee or warrant any features or qualities of the www.startupsshowcase.com , Content, or Services or give any undertaking with regard to any other quality. Statements and explanations to www.startupsshowcase.com , Content, Software or Services in promotional material or on www.startupsshowcase.com and in the documentation are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. No warranty or undertaking shall be implied by a User from any published SSGI description of or advertisement except to the extent SSGI has expressly confirmed such warranty or undertaking in writing. Warranties are validly given only with the express written confirmation of SSGIs management.

SSGI does not represent or endorse the accuracy or reliability of any (i) links to web-pages of third parties contained on the www.startupsshowcase.com , or the content obtainable on such web-pages or (ii) any information provided by third parties on www.startupsshowcase.com . SSGI only reviews whether the content of such web-page at the time it was linked, and information provided by third parties on the www.startupsshowcase.com evidently contains illegal contents or infringements against intellectual property rights. SSGI will not permanently control and/or review the linked web-pages and the information provided by third parties but upon sufficiently proven indication will remove the respective link and/or information. SSGI shall not be liable for damages caused by the use of the content and/or information, unless such damages have been caused by SSGIs willful misconduct, gross negligence or SSGIs failure to fulfill its duty to review as stipulated herein.

14. LIMITATION OF LIABILITY

TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, SSGI AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE TO ANY USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SSGI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE www.startupsshowcase.com , SSGI SOFTWARE, OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF YOUR USE OR INABILITY TO USE ANY SSGI SOFTWARE, CONTENT, OR SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON THE www.startupsshowcase.com ; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON THE www.startupsshowcase.com ; OR (v) ANY OTHER MATTER RELATING TO THE www.startupsshowcase.com OR SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THESE LIMITATIONS SHALL NOT APPLY IN CASE OF INTENT OR GROSS NEGLIGENCE BY SSGI AND IN CASE OF SSGIS STATUTORY LIABILITY FOR PERSONAL INJURY AND DEFECTIVE PRODUCTS.

15. APPLICABLE LAW

15. A. This site is created and controlled by SSGI in the United States of America. Except as set forth in Section 15 B., the laws of the USA, in the state of Delaware will govern this TOU without giving effect to any principles of conflicts of laws. You also agree to comply with all laws from the country in which You reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

15. B. In the event You access or Use www.startupsshowcase.com from the United States, matters related to access and Use of www.startupsshowcase.com and these TOU shall be governed by U.S. federal law or the laws of the State of Delaware. Any legal action or proceeding relating to your access to, or use of, www.startupsshowcase.com or Content shall be instituted in a state or federal court in San Francisco, California. You and SSGI agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

16. SURVIVAL

Your confidentiality obligations hereunder shall survive termination of Your access rights. Upon any termination of Your account, or SSGIs written request, You must cease use of Confidential Information, Discoveries, and/or Services and return or destroy all Confidential Information in Your possession or control.

17. WAIVER AND SEVERABILITY

The failure of SSGI to exercise or enforce any right or provision of this TOU shall not constitute a waiver of such right or provision. To the extent that any provision in this TOU shall be found to be unenforceable, such provision shall be modified in such a manner so as to make this TOU as modified, legal and enforceable under applicable laws and the balance of the provisions of this TOU shall not be affected thereby.

SSGI External User Terms of Use

Please scroll down and read the following SSGI External User Terms of Use carefully (“Agreement”). By clicking “I Accept”, “I Agree” (or clicking a similar expression of acceptance) or by attempting to access or use the SSGI services made available by SSGI (collectively, the “Service”) and other materials that accompany the Service (“SSGI Materials”), You agree that this Agreement forms a legally binding agreement between You (“You” or “Your”) and SSGI, for and on behalf of itself and its subsidiaries and affiliates (as defined in the USA Corporation Act) and You agree to be bound by all of the terms and conditions stated in this Agreement. If You are trying to access the Service or SSGI Materials on behalf of Your employer or as a consultant or agent of a third party (either "Your Company"), You represent and warrant that You have the authority to act on behalf of and bind Your Company to the terms of this Agreement and everywhere in this Agreement that refers to ‘You’ or ‘Your’ shall also include Your Company. If You do not agree to these terms, do not click "I Accept", and do not attempt to access or use the Service or SSGI Materials. SSGI may change the terms of this Agreement upon posting them to the Service or the website through which You access the Service, and Your continued use of the Service constitutes Your acceptance of the changed terms of this Agreement.

1. YOUR RIGHTS TO USE THE SERVICE. SSGI shall make the Service and SSGI Materials available to You during the term of this Agreement to remotely access and use the Service solely for Your own internal personal use for participating in SSGI Jam Groups to which you are invited by other SSGI users as permitted by this Agreement and the Service documentation made available by SSGI (“Documentation”).

2. WHAT’S INCLUDED. The Service includes the storage and sharing of documents and other content in the Service which can be accessed by You and any other members of a SSGI, and other features SSGI may add during the term of this Agreement.

3. RESTRICTIONS. This license is limited to collaboration with other members of a SSGI to which you are invited. This license may not be transferred by You. SSGI has no obligation to make any software or other SSGI Materials available for use by You in physical form; use of the Service and SSGI Materials is limited to remote access via a website made available by SSGI. You shall not sublicense, license, sell, lease, rent, outsource or otherwise make the Service available to third parties. You shall be responsible for the acts and omissions of anyone accessing the Service with Your access credentials as if they were Your acts and omissions. SSGI may limit storage for Your Content without notice to You. In addition, SSGI has no obligation to include or remove any functionality from the Service in any future version or in any SSGI standard product. You may not access or use the Service if you are a competitor of SSGI and You may not access or use the Service in order to develop a competing product or service.

4. INTELLECTUAL PROPERTY. You shall not remove notices and notations in the Service that refer to copyrights, trademark rights, patent rights and other intellectual property rights. SSGI or its licensors own all right, title and interest in any and all copyrights, trademark rights, patent rights and other intellectual property or other rights in the Service and SSGI Materials, and any improvements, design contributions or derivative works conceived or created by either You or SSGI in or to the Service or SSGI Materials. Except for the limited rights expressly granted herein, this Agreement does not transfer from SSGI any proprietary right or interest in the Service or SSGI Materials. All rights not expressly granted to You in this Agreement are reserved by SSGI and its licensors.

5. ACCEPTABLE USE. When using the Service, You shall not, and shall ensure that any other user accessing the Service under your account (“End User”) does not: (a) translate, decompile, reverse-engineer or otherwise modify any parts of the Service (except as described and permitted in the Documentation) (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the SSGI software or SSGI systems used to host the Service, or other equipment or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service made known to You; (e) use the Service in the operation of a service bureau, outsourcing or time-sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a “bookmark” from a Web browser), to the Service, or any part thereof; (g) circumvent the user authentication or security of the Service or any host, network, or account related thereto; (h) use any application programming interface to access the Service other than those made available by SSGI and described and permitted in the Documentation; (i) make any use of the Service that violates any applicable local, state, national, international or foreign law or regulation; or (j) allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, You for access to the Service.

6. OTHER COMPANIES’ WEB SITES. The Service may contain links to external Web sites (including embedded widgets or other means of access) and information provided on such external websites by SSGI partners and third-party service providers. SSGI shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that SSGI shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any content, goods or services made available on the Service by another user or through any linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog in the Service, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.

7. THIRD-PARTY CONTENT. The Service may include content provided by third parties including other users of the Service (“Content”) for use in conjunction with the Service. This Content is provided “as is”, and SSGI makes no warranty as to the accuracy or completeness of such Content. You use such Content at Your own risk, and SSGI shall have no liability to You or any third party based on Your use of or reliance on such Content. SSGI may use the information or data you submit through the Service or in any other form to create aggregated statistics of usage of the Service. Such aggregated statistics may be shared by SSGI with other users of the Service or to the public. Such aggregated statistics will not identify You or Your Company.

8. COMPLIANCE WITH THIS AGREEMENT. SSGI shall be entitled to monitor Your compliance with the terms of this Agreement, and, SSGI may utilize the information concerning Your use of the Service to improve SSGI products and services and to provide You with reports on Your use of the Service.

9. CHANGES TO THE SERVICE. SSGI may change or modify the Service at any time. Your sole recourse is termination of this Agreement.

10. YOUR CONTENT. By submitting, posting or displaying content or data (including content or data provided by End Users accessing the service under Your account) (“Your Content”) on or through the Service, You hereby grant SSGI a worldwide, sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute Your Content for the sole purpose of enabling SSGI to provide You with the Service in accordance with this Agreement, including making Your Content available to other users of the Service that participate in a SSGI Jam Group to which you are invited. You are responsible for entering Your Content into the Service and You are responsible for the maintenance of Your Content. You shall ensure that Your Content is free of all viruses, Trojan horses, and malicious code which could harm the systems or software used by SSGI or its subcontractors to provide the Service.

11. PRIVACY OF END USERS. You may have the ability to access, monitor, use, or disclose content, data and materials submitted by end users through the Service (“End Users”). You will protect the privacy and legal rights of End Users under all applicable laws and regulations.

12. PUBLIC SOFTWARE. You may not use, and shall not permit any End Users accessing the Service under Your account to use, any Public Software in connection with the Service in any manner that requires, pursuant to the license applicable to such Public Software, that any SSGI software applications or other materials be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients. “Public Software” means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) the GNU General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (b) The Artistic License (e.g., PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), (f) the Sun Industry Standards License (SISL), (g) the BSD License and (h) the Apache License.

13. TERM AND TERMINATION. The term of this Agreement shall begin on the date you first access the Service and shall end upon termination by either party in accordance with this Agreement. You may terminate this Agreement at any time during the term upon written notice to SSGI. Your failure to access the Service for a period of sixty (60) days will be deemed a termination of this Agreement by You. SSGI may terminate this Agreement at any time upon notice to You, which may include notice by email. SSGI may suspend Your access to the Service or remove all or part of Your Content from the Service at any time in order to protect SSGI’s or its customers’ business interests if, in SSGI’s sole judgment, Your use of the Service or Your Content violate or miSSGIpropriate the rights of any third party or violate any applicable law or regulation, or may result in harm to SSGI, its customers, vendors or their systems. Either party may terminate this Agreement upon notice to the other party (including via email) in the event the other party breaches an obligation under this Agreement. Upon termination of the Agreement, You will no longer have access to Your Content and it will not be retained by SSGI unless SSGI is required to retain it under applicable law or legal process.

14. SUPPORT. Under this Agreement SSGI does not provide any support services for the Services.

15. WARRANTY.

a. If You are located outside the US or Canada: AS THE SERVICE AND SSGI MATERIALS ARE PROVIDED TO YOU FREE OF CHARGE, SSGI DOES NOT GUARANTEE OR WARRANT ANY FEATURES OR QUALITIES OF THE SERVICE OR SSGI MATERIALS OR GIVE ANY UNDERTAKING WITH REGARD TO ANY OTHER QUALITY. NO SUCH WARRANTY OR UNDERTAKING SHALL BE IMPLIED BY YOU FROM ANY DESCRIPTION IN THE SERVICE, SSGI MATERIALS OR ANY AVAILABLE DOCUMENTATION OR ANY OTHER COMMUNICATION OR ADVERTISEMENT. IN PARTICULAR, SSGI DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE UNINTERRUPTED, ERROR FREE, OR PERMANENTLY AVAILABLE. ALL WARRANTY CLAIMS ARE SUBJECT TO THE LIMITATION OF LIABILITY SECTION BELOW.

b. If You are located in the US or Canada: THE SERVICE AND SSGI MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. SSGI DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages, so the above exclusions may not apply to You.

16. LIMITATION OF LIABILITY:

a. If You are located outside the US or Canada: IRRESPECTIVE OF THE LEGAL REASONS, SSGI SHALL ONLY BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT IF SUCH DAMAGE (I) CAN BE CLAIMED UNDER THE PRODUCT LIABILITY ACT OR (II) IS CAUSED BY WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF SSGI OR (III) CONSISTS OF PERSONAL INJURY OR DEATH CAUSED BY THE WILFUL MISSCONDUCT OR NEGLIGENCE OF SSGI OR (IV) RESULTS FROM A SLIGHTLY NEGLIGENT BREACH BY SSGI OF A SIGNIFICANT CONTRACTUAL OBLIGATION (IN WHICH CASE, HOWEVER, SSGI’S LIABILITY SHALL BE LIMITED TO SUCH DAMAGES, WHICH ARE TYPICAL FOR THIS TYPE OF AGREEMENT AND PREDICTABLE AT THE POINT IN TIME OF ITS COMING INTO FORCE). IN ALL OTHER CASES, NEITHER SSGI NOR ITS EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGE OR CLAIMS HEREUNDER.

b. If You are located in the US or Canada: IN NO EVENT SHALL SSGI BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $1 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE OR SSGI MATERIALS, OR AS A RESULT OF ANY DEFECT IN THE SERVICE. THIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST SSGI, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS AGREEMENT BY SSGI OR FOR ANY OTHER CLAIM RELATED TO THE SERVICE SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SSGI AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES.

17. THIRD PARTY CLAIMS. You shall indemnify and hold SSGI harmless from third party claims arising from or related to (i) any use of the Service (a) in breach of this Agreement; or (b) in violation of any applicable law or regulation; or (ii) an allegation that Your Content or Your use of the Service in violation of this Agreement or violates, infringes or miSSGIpropriates the rights of a third party. The foregoing shall apply regardless of whether such damage is caused by Your conduct or by the conduct of a third party using Your access credentials. The foregoing is, however, conditional upon SSGI (i) notifying You thereof in writing and in detail without undue delay; (ii) authorizing You to conduct any judicial and extrajudicial proceedings with such third party on its own; and (iii) providing You, at Your expense, with any reasonable assistance so that You can defend against the claim. You are permitted to fully control the defense and any settlement of any such claim as long as such settlement does not include a financial obligation on SSGI. In the event SSGI declines Your proffered defense, or otherwise fails to cede full control of the defense to Your designated counsel, then SSGI waives Your obligations under this Section. SSGI shall fully cooperate in the defense of such claim and may appear, at its own expense, through counsel of its own choosing.

18. DATA PRIVACY. You and SSGI shall comply with applicable data protection laws and regulations. You agree not to submit any personal data to the Service except as required for your registration. In case of contractual data processing or transfer of personal data outside the US, You must contact SSGI to execute a written agreement containing adequate regulations to protect the individuals’ privacy and comply with US data protection laws. THE SSGI Privacy Statement found h_____________________________________________________ shall apply to all personal data submitted by You to the Service.

19. CONFIDENTIALITY. Confidential Information shall not be used or reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of the other party shall remain the property of the disclosing party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential, provided each party may disclose Confidential Information to individuals whose access is necessary to enable it to exercise its rights hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein “reasonable steps” means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder. You acknowledge that any of Your Content that is submitted to a SSGI Jam Group could be accessible by all members of such SSGI Jam Group, and SSGI shall not be responsible or liable for any use or disclosure of Your Content by other members of such SSGI Jam Group.

a. Exclusions. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any confidential Information that: (a) is independently developed by the receiving party without reference to the Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (b) has become generally available to the public without breach of this Agreement by the receiving party; (c) at the time of disclosure, was known to the receiving party free of restriction; or (d) the disclosing party agrees in writing is free of such restrictions. Nothing in this agreement shall supersede any existing agreement between SSGI or its affiliates and You or Your Company governing use or disclosure of any of Your Content or SSGI Materials,

b. Definition. “Confidential Information" means, with respect to SSGI, all information which SSGI protects against unrestricted disclosure to others, including but not limited to: (a) the Service, including, without limitation, the following information regarding the Service: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in the Service; (ii) benchmark results, program listings, data structures, logic diagrams, functional specifications, file formats; and (iii) system infrastructure, security/architecture design and/or operations processes (iv) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Service; (b) the research and development or investigations of SSGI; (c) product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (d) any information about or concerning any third party (which information was provided to SSGI subject to an applicable confidentiality obligation to such third party). With respect to You, “Confidential Information” means Your Content.

c. Your Feedback. You may provide, or SSGI may solicit, input regarding the Service, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Service or input as to whether You believe SSGI’s development direction with respect to the Service is consistent with Your business and IT needs, the technology marketplace in general, and the like (collectively “Feedback”). You acknowledge and agree that any information disclosed by SSGI during discussions related to Feedback shall be considered SSGI Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for SSGI to utilize such Feedback, You hereby grant to SSGI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to SSGI’s licensees and customers, under Your relevant intellectual property rights, to use, publish, and disclose such Feedback in any manner SSGI chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of SSGI’s and its sublicensees’ products or services embodying Feedback in any manner and via any media SSGI chooses, without reference to the source. SSGI shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to You and/or Your representatives. You acknowledge that the information related to the Service disclosed by SSGI under this Agreement is only intended as possible strategies, developments, and functionalities of the Service and is not intended to be binding upon SSGI to any particular course of business, product strategy, and/or development.

20. LAW/VENUE

a. If You are located outside the US or Canada: This Agreement is governed by and construed in accordance with the laws of the United States of America and dispute arising out of or relating to this Agreement.

b. If You are located in the US or Canada: This Agreement shall be governed by and construed under the Commonwealth of Delaware law without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, United States of America law, rules, and regulations shall prevail and govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. You and SSGI agree to submit to the exclusive jurisdiction of, and venue in, the state or federal courts located in Philadelphia, Pennsylvania in any dispute arising out of or relating to this Agreement

21. COPYRIGHT POLICY SSGI respects the intellectual property of others, and we ask our users to do the same. SSGI may, in appropriate circumstances and at its discretion, terminate the access/accounts of End Users who infringe the intellectual property rights of others. If You believe that your work has been copied in a way that constitutes copyright infringement or any other violation of your rights, please provide SSGI's Copyright Agent the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed or material which otherwise violates your rights;
a description of where the material that you claim is infringing/violating is located on the site;
your address, telephone number, and e-mail address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

22. Export. The Service, Documentation and other SSGI Materials are subject to the export control laws of various countries, including without limitation the laws of the United States. You will not submit the Service, Documentation or other SSGI Materials to any government agency for licensing consideration or other regulatory approval without the prior written consent of SSGI, and will not export the Service, Documentation and SSGI Materials to countries, persons or entities prohibited by such laws. You shall also be responsible for complying with all applicable governmental regulations of the country where You reside or Your Company is registered, and any foreign countries with respect to the use of the Service, Documentation or other SSGI Materials.

23. MISCELLANEOUS. This Agreement, including the SSGI Privacy Statement, constitutes the complete and exclusive statement of the agreement between SSGI and You related to the subject matter hereof, and supersedes all prior written and oral contracts, proposals and other communications between the parties relating to the subject matter. Oral agreements do not exist. You may not assign or otherwise transfer any of its rights under this Agreement without SSGI’s prior written consent. If any provision of this Agreement proves to be invalid, this will not affect any other provision of this Agreement. The waiver by either party of any of its rights hereunder shall not be construed as a waiver of any subsequent breach. SSGI’s performance shall be excused under this Agreement to the extent its failure to perform is caused by events beyond its reasonable control.